ISCO International Stem Cell Corporation (QB)

Amendment No. 21 to Schedule 13D

This Schedule 13D represents Amendment No. 21 to Schedule 13D (“Amendment”) amending and supplementing the Schedule 13D originally filed with the Securities and Exchange Commission on January 9, 2009, and as amended by Amendments No. 1 through Amendment No. 20 to Schedule 13D, by and on behalf of X-Master, Inc. (“X-Master”), Andrey Semechkin (“A. Semechkin”), Russell Kern (“R. Kern”), and AR Partners, LLC (“AR Partners”) (the “Schedule 13D”). X-Master, A. Semechkin, R. Kern and AR Partners are each a “Reporting Person” and collectively, the “Reporting Persons”. Unless otherwise stated herein, all capitalized terms used in this Amendment have the same meanings as those set forth in the Schedule 13D, as previously amended.

The title of the class of equity securities to which this Schedule 13D relate is the Common Stock, par value $0.001 per share (sometimes referred to herein as “Common Shares”), of the Issuer.

The principal executive offices of the Issuer are located at 5950 Priestly Drive, Carlsbad, California 92008.

This statement is filed on behalf of X-Master, Inc., a New Hampshire corporation. The principal business of X-Master, Inc. is to hold real estate and other assets and investments. The principal business address of X-Master, Inc. is 1 Overlook Drive, Unit 11, Amherst, New Hampshire 03031. During the last five years, X-Master, Inc. has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This statement is filed on behalf of AR Partners, LLC, a Delaware limited liability company. The principal business of AR Partners, LLC is to purchase and hold securities and other personal property. The principal business address of AR Partners, LLC is 5950 Priestly Drive, Carlsbad, CA 92008. During the last five years, AR Partners, LLC has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This statement is filed on behalf of Andrey Semechkin. Dr. Semechkin’s business address is 5950 Priestly Drive, Carlsbad, CA 92008. Dr. Semechkin is Director and sole shareholder of X-Master, Inc., and is the sole member of AR Partners, LLC. Dr. Semechkin is also a Director (Co-Chairman) and the Chief Executive Officer of International Stem Cell Corporation (the Issuer), with an address of 5950 Priestly Drive, Carlsbad, CA 92008. During the last five years, Dr. Semechkin has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Dr. Semechkin is a citizen of Russia.

This statement is filed on behalf of Russell Kern (aka Ruslan Semechkin). Dr. Kern’s business address is 5950 Priestly Drive, Carlsbad, CA 92008. Dr. Kern is President of X-Master, Inc. and the sole manager of AR Partners, LLC. Dr. Kern is the Executive Vice President and Chief Scientific Officer and is also a Director of International Stem Cell Corporation (the Issuer), with an address of 5950 Priestly Drive, Carlsbad, CA 92008. During the last five years, Dr. Kern has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Dr. Kern is a dual citizen of Russia and the United States.

The information previously reported in Item 3 is supplemented with the following:

The purchases of Issuer Securities made by A. Semechkin and R. Kern since the most recent amendment to the Schedule 13D were made using personal fund of A. Semechkin and R. Kern, respectively.

The Reporting Persons consummated the transactions described herein for investment purposes. The Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons do, however, reserve the right in the future to adopt such plans or proposals subject to compliance with applicable regulatory requirements.

Item 5 is hereby amended and supplemented as follows:

(a) As of January 21, 2019, X-Master, by virtue of its beneficial ownership of the Group Shares, beneficially owned the equivalent of 12,799,295 Common Shares. The Group Shares represent approximately 79.7% of the total number of shares of Common Shares outstanding as of January 21, 2019 (plus an aggregate of an additional 8,532,969 Common Shares which would be outstanding upon the conversion of the Series D, Series G, and Series I-2 Preferred Stock, exercise of warrants, and exercise of stock options that are held by the Reporting Persons, and assuming that no other shares of preferred stock, warrants, or stock options held by others have been previously, or are simultaneously, converted to Common Shares).

As of January 21, 2019, A. Semechkin, by virtue of his beneficial ownership of the Group Shares, beneficially owned the equivalent of 12,799,295 Common Shares. The Group Shares represent approximately 79.7% of the total number of shares of Common Shares outstanding as of January 21, 2019 (plus an aggregate of an additional 8,532,969 Common Shares which would be outstanding upon the conversion of the Series D, Series G, and Series I-2 Preferred Stock, exercise of warrants, and exercise of stock options that are held by the Reporting Persons, and assuming that no other shares of preferred stock, warrants, or stock options held by others have been previously, or are simultaneously, converted to Common Shares).

As of January 21, 2019, R. Kern, by virtue of his beneficial ownership of the Group Shares, beneficially owned the equivalent of 12,799,295 Common Shares. The Group Shares represent approximately 79.7% of the total number of shares of Common Shares outstanding as of January 21, 2019 (plus an aggregate of an additional 8,532,969 Common Shares which would be outstanding upon the conversion of the Series D, Series G, and Series I-2 Preferred Stock, exercise of warrants, and exercise of stock options that are held by the Reporting Persons, and assuming that no other shares of preferred stock, warrants, or stock options held by others have been previously, or are simultaneously, converted to Common Shares).

As of January 21, 2019, AR Partners, by virtue of its beneficial ownership of the Group Shares, beneficially owned the equivalent of 12,799,295 Common Shares. The Group Shares represent approximately 79.7% of the total number of shares of Common Shares outstanding as of January 21, 2019 (plus an aggregate of an additional 8,532,969 Common Shares which would be outstanding upon the conversion of the Series D, Series G, and Series I-2 Preferred Stock, exercise of warrants, and exercise of stock options that are held by the Reporting Persons, and assuming that no other shares of preferred stock, warrants, or stock options held by others have been previously, or are simultaneously, converted to Common Shares).

(c) On January 21, 2019, A. Semechkin entered into a Note Conversion Agreement with the Issuer to convert a total of $1,048,638.89 (representing $1,000,000 of principal and $48,638.89 of accrued interest) under the promissory note issued to A. Semechkin on August 8, 2018 into a total of 599,222 Common Shares, representing a conversion price of $1.75 per share.

On December 3, 2018, R. Kern exercised a portion of a stock option, that had been granted to him on February 10, 2017, acquiring 1,800 Common Shares for $1.09 per share. R. Kern sold those 1,800 Common Shares in open market transactions on December 3, 2108 for $1.67 per share.

(d) Not applicable.

(e) Not applicable.

The description of the Note Conversion Agreement contained in Item 5 (c) of this Amendment No. 21 is incorporated by reference herein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Signature page to AMENDMENT NO. 21 TO SCHEDULE 13D – CUSIP Number 460378201